Morgan, Lewis & Bockius, LLP Brussels, Belgium 32-2-507-7500 Frankfurt, Germany 49-69-714-0070 Harrisburg, PA 717 / 237-4000 London, England 44-207-710-5500 Los Angeles, CA 213 / 612-2500 McLean, VA 703 / 918-1000 Miami, FL 305 / 579-0300 New York, NY 212 / 309-6000 Philadelphia, PA 215 / 963-5000 Pittsburgh, PA 412 / 560-3300 Princeton, NJ 609 / 919-6600 Tokyo, Japan 81-3-5219-2500 Washington, DC 202 / 467-7000 Web site:  morganlewis.com Select a Question: Can I file a US patent application and maintain the secrecy of my invention? My prospective venture capital investor wants information rights in connection with its purchase of stock in my company. What are information rights? What happens to employee stock options when a company is sold? What changes, if any, should we make in our waiver agreements in light of the EEOC's recent regulations concerning ADEA waivers? What should I know in advance of seeking angel money? Under our stock option plan, options can be exercised before the normal vesting date, with employees receiving restricted shares with a similar vesting schedule. Will this cause option income to be counted for determining overtime pay? Does recruiting exclusively via the Internet protect our company from discrimination lawsuits by unsuccessful applicants? Should I put a copyright notice on my Web site? Can my company raise private equity capital while planning an IPO? What is a "top-off" right? What are cumulative dividends? Can I fire an employee who has posted disparaging comments about our salaries on his personal Web site? A cybersquatter has obtained the domain name registration for my trademark. What can I do? Our option plan gives the Compensation Committee the discretion to accelerate vesting when employees terminate with unvested options. The Committee has done this on a number of occasions. Any problems? Our company has a confidential policy of paying severance on occasion to terminated employees, subject to certain unpublished written guidelines. Is this policy a plan regulated by ERISA? My potential venture capital investor wants a class vote on certain matters. What is a class vote? I have funded research by a university. Why does the university retain ownership of the resulting inventions? My company lets employees use a recourse note, instead of cash, to exercise options. What risks are there in using such a note? What is a cram-down venture financing? What is an equity line? Will a court enforce license terms published on my Web site for software downloaded from the site? What are my company's obligations to employees who are called up to the military reserves or National Guard? How can I use a strategic partner as part of my overall business strategy? What can I do to protect employee options in a down round?

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